Love, Lust, and Desire
by shadowrose6x
Summary: Gwen just wants to finish her homework in peace but Ben has naughty intentions in mind and just won't quit until he gets what he wants. Between the busy red-head and the uncontrollably horny one, teasing ensues leading to an afternoon of lust and passion.


**Hey guys its me with another story. Thank you to whoever bothers to read/review my stories i really appreciate it and I'm sorry if the line spacing comes out all bunched up or crazy... the shift+enter thing messes me up :x Anyways readers here's another Ben and Gwen fanfic. Enjoy ;)**

**Disclaimer: I don't own Ben 10 of course or any of these characters. ManOfAction does. I own just the story. :)**

"Ben would you quit staring at me?" Gwen was hard at work on her Calculus homework trying to focus as much as possible while Ben was next to her doing who knows what, but she could care less right now and needed to finish her work. Ben on the other hand was inching his hands up her legs slowly tickling her. She wriggled and kicked his arm off turning away , her back facing him. Ben wasn't planning on stopping however and began kissing her back making his way to her ear, taking her earlobe between his lips he softly nibbled earning a soft moan from Gwen. "mmhm... Ben... dont..." He drew circles on the her lower back with his left thumb as his other hand snuck its way under her skirt giving her ass a tight squeeze. "Stop!" moaned Gwen, she knew if she let this continue her homework would stay unfinished. "Dont stop? Alright I wasn't planning on it." Ben grinned cheekily at her as she glared daggers at him. Her glare was enough to get him off of her but only for a moment. She buried her head into the book stifling a moan as she felt Ben grinding his hips against her rear.

What was she going to do with him? He leaned in whispering into her ear, "Gwen you want this as bad as I do. No one's home, just give in." She was actually considering it but tried keeping the thought in the back of her head. "Ben not now I need to finish th-" she was cut short by Ben's lips crashing down on hers. He snaked his arms around her waist pulling her in deeper as she melted into the kiss wrapping her arms around his neck. Both leaned in further pouring all their emotions into the kiss and finally broke free after what seemed like hours, panting. Taking advantage of her now clouded mind, Ben grabbed her hand, pulling her out of her seat and onto the bed under him. Without a moment to spare he hitched her skirt up and vigorously rubbed his hard-on onto her. He could clearly see she was already wet and with a quick tug he took of her soaked panties. After Ben freed his member from its constraints he softly teased her with tantalizing fingers on her clit while rubbing the head of his dick along the lips of her pussy. "Ben...get off of me..." Gwen softly gasped, but Ben wouldn't comply to her pleading and positioned himself at her entrance.

Feeling that he was entering her, Gwen yelled "Benjamin Kirby Tenny!-" she was cut off unable to stop him when Ben penetrated her roughly, all she could do was lay there and moan in pleasure. He filled her up completely and she sighed in content, at the moment she could care less if the neighbors heard she just wanted him to fuck her senseless if needed. Gwen gave in to Ben and held onto his arms tightly but then growled at the sudden loss of his support and warmth, he pulled out of her standing up and putting his boxers back on. Gwen propped herself up on her elbows eyeing him with a stone cold glare, "What the hell Ben!" he stared back at her nonchallantly and smiled, "You didn't exactly approve of this so thought I'd let you get back to work." He was just toying with her now leaving Gwen just purely aggravated and sexually frustrated. Suddenly Ben felt himself trapped in a ball of pink mana and lifted back onto the bed. Gwen got up and looked down at him with a glint in her eye showing that she had evil intentions in mind. "You're not going to leave me in this state now are you?" she said referring to her turned on and lust induced state.

With a soft chant she conjured up shackles out of her mana and chained each of his arms to the headboard of her bed. Ben merely raised an eyebrow in question, "Getting kinky now are we?" he chuckled at her. Gwen said nothing and said another one of her spells making their clothes vanish off of their bodies and sprawled across the room. Ben gulped loudly as he looked up and saw her naked figure strutting over to him seductively. His mind was in a state of pure desire feeling himself getting harder by the second, like he wasn't turned on enough? Gwen was also being aroused at the sight of Ben naked and across her bed with a look of lust in his eyes. They both wanted each other badly and made sure the other knew it.

Gwen lightly leaped onto the bed onto Ben and immediately attacked his mouth delving her tongue in, feeling the warmth of his body press into hers. They both groaned in delight kissing heavily and not leaving an inch of space between each other. Gwen smoothly swirled her tongue around Ben's and felt his member prodding onto her thigh twitching with excitement, she took hold of his growing erection playfully running her hands up and down with her soft and warm hands. Her teasing touch was payback for his harsh teasing, Ben realized and the urge to release himself into her was becoming unbearable. Having had enough he picked his hips up and poked her roughly with his dick and she broke off their kiss groaning.

Gwen placed both her legs on Ben's sides, straddling his hips grinding herself against him. "Oh godd...Gwenn!.." Ben gasped loudly feeling the sweet friction of her moist pussy rubbing onto his dick, it was pure bliss. Gwen continued to tease him as she lightly touched him all over from his face to his arms and then down his neck she stopped at his toned pecs. The hero job had really gotten him fit and earned him a well sculpted body along with a torso to drool at. She paused momentarily hungrily staring down from his chest to his amazing abs. She fingered his abs making him shiver with delight at her touch. Ben moaned pleading her to stop "Gwen..please just fuck me already don't do this. I can't take it anymore." She felt bad but he surely deserved it after what he did. "Doesn't this sound familiar Ben?" and he blushed softly at her, suppressing a gruff moan at the touch of her entrance pushing onto the tip of his dick.

Gwen positioned herself and placed her hands on his chest as she lowered herself onto his rod. Both bit back a moan and gasped huskily entering a realm of pleasure. Gwen bounced her hips up and down on him and boy was she loving it. Gwen moaned continuously every time she slammed down feeling Ben fill her to the brim. Ben was also enjoying this but laid under her frustrated not being able to touch her. After a few more seconds Gwen felt her climax approaching and clenched her fists onto his shoulders riding her way to her orgasm. "Uhh...Benn!" she loudly moaned and came onto him her hot juices going around his dick. Gwen lost control of her mana withing the few seconds she had reached her orgasm and Ben took the chance to flip them over now free of the shackles. Gwen looked up into his mischievous green eyes and saw him smirking back at her. He took no time to thrust back into her and she threw her head back wailing elicitly, again feeling his erection inside of her. Her hair had come loose and she looked like a red-haired angel sprawled across the bed. Ben smiled softly while thrusting, acknowledging her beauty and repeatedly shoved himself in and out of her. He took one of her legs and put it over his shoulder gaining more leverage for his thrusts, going in deeper. The feeling of his dick deep inside of her was overwhelming, he fit inside perfectly and she was going to go crazy her vision going white being consumed with bliss. "Ugh Gwen, I'm gonna cum!" Ben said and with one last thrust he wildly convulsed into her, his hot cum bursting into her depths. Gwen came around him once again and both sighed feeling very satisfied, panting softly against each other after a much needed intercourse session.

They separated and looked into their eyes breaths merely millimeters apart. Ben leaned his face down to hers and Gwen leaned upwards brushing her lips onto his. Ben took her bottom lip between his lips and softly nibbled chewing on it as Gwen licked his lips. Right now it was just pure love between them. Breaking free from the kiss Ben kissed down her neck with soft butterfly kisses and suckled at her collarbone, Gwen embracing him further onto her. Both sat up and smiled at each other and then Gwen suddenly slapped Ben's arm. He frowned at her "Ow! Hey what was that for?" she rolled her eyes at him "What do you think?" she replied pointing to her unfinished homework. He looked at the direction her finger was pointing at "Oh...yeah.." well you're free to go finish it now he said smiling so adorably that she couldn't help but laugh.

Gwen was on her last problem when she felt Ben's arms snaking their way up her hips again but she just let it slide and leaned into his strong arms. Both were still naked not bothering to dress themselves knowing they'd come off sooner or later. His arms crossed over her chest, groping her breasts. She yelped soflty in surprise and moaned once more biting her lips feeling his re-erected penis poking into her lower back as she sat on her chair at her desk. Ben leaned down to her shoulder softly kissing her smooth skin and then whispered into her ear "As soon as you finish that last question, you're all mine." With that said he licked the shell of her ear and nibbled her earlobe, earning another muffled moan. She closed her book and spun around in her seat facing him. Ben wrapped his arms around her waist and she in return wrapped her arms around his neck. "It's just you and me now." She grinned at him and then another round of steamy kissing ensued leading to their naked bodies tangled together on her bed.

**Well yes another lemon, leave some feedback with your thoughts and/or criticisms. Review please! I thank you if you read this since it was just a rushed story written up but the idea was thought of a while back I just get lazy to go and type up a whole story based off of one thought. Go Ben and Gwen! (just a little input) Alright now I'm tired and will head off to bed. :]**


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